Platform Terms of Use

Last Updated January 28, 2025

These Platform Terms of Use (these “Terms of Use”) is a legal agreement between you and SwiftyNote (“Swifty”, “SwiftyNote”, “we”, “us”, “our”). These Terms of Use specify the terms under which you may access and use our proprietary software as a service (SaaS) platform that is made available to you as a web application (the “Platform”).

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING AND/OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE, AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE “PRIVACY POLICY”), WHICH IS HEREBY INCORPORATED INTO THESE TERMS OF USE AND MADE A PART HEREOF BY REFERENCE (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, THEN PLEASE DO NOT USE THE PLATFORM.

If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Platform. By continuing to access or use the Platform after we have posted a modification on the Platform,you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

1. Description

SwiftyNote provides a platform, including a web application available at SwiftyNote.com, which makes available to Covered Entities various services, including summarization, scribing, document generation, and other similar functions (the "Services"). For purposes of these Terms of Use, "Covered Entities" include healthcare providers, health plans, and health care clearinghouses as defined by the Health Insurance Portability and Accountability Act of 1996, as amended, and related regulation ("HIPAA"). The specific features of the Services that are available may change from time to time, and SwiftyNote may choose to discontinue some or all of the Services, in its discretion.

You understand and agree that the Services may include certain communications from SwiftyNote, such as service announcements and administrative messages. You consent to receive such communications from us electronically. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new SwiftyNote features, shall be subject to these Terms of Use.

2. Right to Access and Use the Platform

Subject to the terms and conditions of this Agreement, Swifty hereby grants you during the Term of this Agreement a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, to authorize your Authorized Users to access and use the Platform solely for your internal business purposes to evaluate thePlatform.

You will not (and will not authorize, permit, or encourage any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform; (ii) modify, adapt, or translate the Platform, or any portion or component thereof; (iv) resell, distribute, or sublicense thePlatform, or any portion or component thereof; (v) remove or modify any proprietary marking or restrictive legends placed on the Platform; (vi) use the Platform, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (vii) introduce, post, or upload to the Platform any virus, worm, "black door", Trojan Horse,or similar harmful code; (viii) save, store, or archive any portion of the services (including, without limitation,any data contained therein) outside the Platform other than those outputs generated through the intended functionality of the Platform without the prior, written permission of SwiftyNote in each instance; (ix) use thePlatform in connection with service bureau, timeshare, service provider or similar activity whereby you operate the Platform for the benefit of a third party; or (x) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform.

If you violate this section, SwiftyNote reserves the right in its sole discretion to immediately deny you access to the Platform, or any portion of thereof, without notice. SwiftyNote reserves the right to change the availability of any feature, function, or content relating to the Platform, at any time, without notice or liability to you.

3. Authorized Users

Your employees and contractors who access and use the Platform on your behalf are referred to herein as"Authorized Users". Each Authorized User must create an account by providing his/her email address and creating a password (collectively "Login Credentials"). Login Credentials cannot be shared between Authorized Users or by any Authorized User with a third party. Login Credentials must be kept confidential.You agree to immediately notify us of any unauthorized use or suspected unauthorized use of any Login Credentials. You are fully responsible for all activities, and use or misuse of the Platform, that is associated with any Authorized User's Login Credentials. You are also responsible for ensuring that your Authorized Users comply with these Terms of Use. You will promptly inform us of any need to deactivate or change any Login Credentials. We have the right to disable any Platform account username or password at any time for any reason, including if in our sole discretion that you have failed to comply with these Terms of Use.

4. Use of Personal information

Your use of the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

5. Ownership

The Platform contains material, such as software, text, graphics, images, audiovisual media, and other material provided by or on behalf of SwiftyNote (collectively referred to as the "Content"). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws.Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign,license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use orposting of the Content on any other website or in a networked computer environment for any purpose isexpressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content, and the Platform automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of SwiftyNote (the "SwiftyNote Trademarks") used and displayed on the Platform are registered and unregistered trademarks or serve marks of SwiftyNote. Other company,product, and service names located on the Platform may be trademarks or service marks owned by others (the"Third-Party Trademarks", and collectively with SwiftyNote Trademarks, the "Trademarks"). Nothing on thePlatform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of SwiftyNote Trademarks inures to our benefit.

Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to,the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

6. Your Data: Usage Data; De-Identified Data; Aggregate Data; and Output

For purposes of this Agreement, "Your Data" means any data and information that you and your Authorized Users submit to the Platform, including but not limited to, text about your patient's visits and the personal information of Authorized Users; "Protected Health Information" or "PHI" means as that term is defined under HIPAA; "Usage Data" means anonymous, analytical data that SwiftyNote collects concerning the performance and use of the Platform by you and your Authorized Users, including, without limitation, date and time that you access the Platform, the portions of the Platform you visited, the frequency and number of times such pages are accessed, the number of times the Platform is used in a given time period and other usage and performance data; "Output" means the medical documentation generated by processing Your Data through the Platform and provided to you and your Authorized Users through the Platform.

You own all right, title, and interest in and to Your Data and Output, including modifications, improvements,adaptations, enhancements, or translations made thereto, and all intellectual rights therein. You hereby grant SwiftyNote a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute Your Data: (i)during the term of this Agreement, in furtherance of SwiftyNote's obligations hereunder; and (ii) for SwiftyNote's internal business purposes, including using such data to analyze, update, and improve thePlatform and SwiftyNote's analytics capabilities. We will process and PHI included in Your Data in accordance with the Business Associate Addendum attached hereto as Schedule A ("BAA"). You will have sole responsibility for the accuracy, quality, and legality of Your Data. If the terms of this Agreement conflict with the terms of the BAA, the terms of the BAA shall control solely with respect to processing of PHI. By providing Your Data, you agree to be legally bound by the terms and conditions of the BAA, which is made part of this Agreement.

Pursuant to Section 2a of the BAA, we have the right in our sole discretion to use De-identified Data and to disclose such De-identified Data to third parties. We will also link your De-identified Data with your customerID and use it to customize and train our Platform on your specific styles, preferences, and requirements that can be extracted from Your Data.

Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, Your Data, as well as any Usage Data that we may collect, in an anonymous and aggregated form ("Aggregate Data") for the purposes of operating, maintaining, managing, and improving our products and services including the Platform. Aggregate Data does not identify you or your patients. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.

7. Retention of Your Data

At any point, you may delete Your Data through the Platform. Unless you choose to delete Your Data, it will continue to be retained indefinitely.

8. Fees

In exchange for your access to an use of the Platform, you agree to pay the fees for the applicable subscription plan that you selected at registration within thirty (30) days of receipt of the invoice. We reserve the right to update and modify our pricing structure with reasonable notice, with any updated pricing for your subscription plan to go into effect the next year of service. We reserve the right to institute new or additional fees, at any time upon notice to you. By purchasing a subscription, you agree to pay us through a third-party payment processor of our choosing. We reserve the right to change our third-party payment processor at anytime.

9. Platform Rules

By accessing and/or using the Platform, you hereby agree to comply with the following guidelines:

- You will not use the Platform for any unlawful purpose;

- You will not access or use the Platform to collect any market research for a competing business;

- You will not upload, post, email, transmit, or otherwise make available any content that:

- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity;

- or constitutes promotion or advertising of any third-party website, product, or service; or is defamatory,libelous, indecent, obscene, pornographic, sexually explicit, invasive of another's privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity);

- or discloses any sensitive information about another person, including that person's email address,postal address, phone number, credit card information, or any similar information.

- No impersonating others or falsely representing your affiliation with another person or entity;

- You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform;

- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Platform;

- You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Platform;

- Automated data collection is off-limits unless you're a search engine like Google or a non-commercial public archive that respects our robots.txt file;

- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and

- You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.

- We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Platform,or any portion thereof, without notice.

10. Restrictions

The Platform is designed for people who are at least 18 years old. If you're under 18, we must ask you not to access or use the Platform at all. When you agree to this Agreement, you represent and warrant that you are 18 years or older.

11. User-Submitted Feedback

We're always excited to hear your thoughts, comments, and ideas for improving our Platform and services,which we refer to as "Feedback". Feel free to reach out to us, but please avoid sending confidential information via e-mail. When you give us Feedback, understand that we're free to use it however we see fit.This includes the freedom to apply any ideas, concepts, or techniques you've shared in developing,producing, or marketing our products and services. You won't receive compensation or credit for your Feedback, but know that it helps us improve what we offer to you.

12. No Warranties; Limitation of Liability

THE PLATFORM, THE CONTENT, AND OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEITHER SWIFTYNOTE NOR SWIFTYNOTE'S SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. SWIFTYNOTE HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY,ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT SWIFTYNOTE AND SWIFTYNOTE'S SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

THE PLATFORM, THE CONTENT, AND THE OUTPUT ARE NOT INTENDED TO DIAGNOSE, TREAT,CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION. YOU AND YOUR AUTHORIZED USERS ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY MEDICAL CONCLUSIONS OR TREATMENT DECISIONS YOU MAKE BASED UPON ANY OUTPUT PROVIDED AND/OR MADE AVAILABLE THROUGH THE PLATFORM. THE PLATFORM, THE CONTENT, AND THE OUTPUT ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, ORTREATMENT. SWIFTYNOTE DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION TO YOU OR ANY AUTHORIZED USER REGARDING THE USE OR PERFORMANCE OF THEPLATFORM, OR ANY COMPONENT THEREOF OR ANY OUTPUT PRODUCED BY THE PLATFORM.SWIFTYNOTE WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE PLATFORM, AND/OR THE OUTPUT. SWIFTYNOTE IS NOT RESPONSIBLE FOR ANY DECISIONS TAKEN BY YOU OR ANY OF YOUR AUTHORIZED USERS BASED ON THE OUTPUT PRODUCED AND/OR MADE AVAILABLE THROUGH THE PLATFORM. YOUAND EACH OF YOUR AUTHORIZED USERS AGREE THAT ITS USE OF THE PLATFORM, THE OUTPUT, OR ANY COMPONENT THEREOF IS ENTIRELY AT HIS/HER OWN RISK. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION, NOR SHALL WE BE RESPONSIBLE FOR (A) THE CORRECTNESS, ACCURACY, RELIABILITY,COMPLETENESS, OR CURRENCY OF THE PLATFORM; OR (B) ANY RESULTS ACHIEVED OR ACTION TAKEN BY YOU IN RELIANCE ON THE PLATFORM OR THE OUTPUT OF THE PLATFORM. ANY DECISION, ACT OR OMISSION OF YOURS THAT IS BASED ON THE PLATFORM OR OUTPUT OF THEPLATFORM IS AT YOUR OWN AND SOLE RISK. THE PLATFORM AND THE OUTPUT ARE PROVIDED AS A CONVENIENCE ONLY AND DO NOT REPLACE THE NEED TO REVIEW THE OUTPUT ACCURACY, COMPLETENESS, AND CORRECTNESS.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM, THE CONTENT, THE OUTPUT, OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;AND (II) ANY DIRECT DAMAGES THAT YOU AND YOUR AUTHORIZED USERS MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM, THE CONTENT, THE OUTPUT, OR ANY RELATED SERVICES SHALL BE LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($90) OR THE TOTAL FEES PAID BY YOU TO USE IN THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES.

13. External Sites

Our platform may include links to websites managed by third parties, which we refer to as "External Sites."These links are included for your convenience and not as our endorsement of the content on these External Sites. Such content is developed and provided by entities other than us. If you have concerns about these links or the content on the External Sites, it's best to reach out to their respective administrators or webmasters.

We don't take responsibility for the content on these External Sites and can't vouch for the accuracy or quality of their materials. When downloading files from any website, we recommend taking precautions to protect your computer from harmful elements like viruses. Should you choose to visit these External Sites, you do so entirely at your own risk.

14. Representations and Warranties

You represent and warrant that you possess: (i) all required rights and permissions to give us or allow us access to and use of Your Data, and (ii) have secured all necessary and appropriate consents, permissions,and authorizations in accordance with all applicable laws and regulations concerning Your Data shared under this agreement. This includes, but is not limited to, obtaining approvals from patients, their parents, or legal guardians, encompassing consents to input information about patient visits and permissions for the use,exchange, and disclosure of any relevant PHI, collectively referred to as "Consents."

15. Indemnification

You will indemnify, defend, and hold SwiftyNote, its affiliates, and our and their respective shareholders,members, officers, directors, employees, agents, and representatives (collectively, "SwiftyNote Indemnitees")harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney's fees (collectively, "Losses") incurred by any SwiftyNote Indemnitee in connection with a third-party claim, action, or proceeding (each, a "Claim") regardless of the reason for such Claim, including but not limited to, (i) breach of this Agreement, including but not limited to, any breach of your representations and warranties; (ii) negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law; or (iii) violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim;and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.

16. Compliance with Applicable Laws

The Platform operates from the United States. We make no guarantees that it's suitable or available for use outside the United States. If you use the Platform from outside the United States, you do so at your own risk.You are solely responsible for following the laws relevant to your jurisdiction, whether you are inside or outside the United States.

17. Term; Termination

Your right to use the Platform commences upon your acceptance of these Terms of Use and continues for the duration of your selected subscription plan ("Term"). Your Term will automatically renew for periods equal to your original subscription length unless terminated by either party at will and for any reason, effective immediately upon notice.

We reserve the right to change, pause, or terminate your access to the Platform at our sole discretion, at anytime, and without prior notification. Sections 5, 6, 7, 8, and 10-22 shall survive the termination of these Terms of Use for any reason.

18. Dispute Resolution

All disputes arising out of or relating to this Agreement or the Platform (each, a "Dispute") shall be resolved through binding arbitration governed by the Federal Arbitration Act ("FAA"). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.

A neutral arbitrator, chosen by both of us, will resolve the Dispute. The arbitrator's decision is final, although there's a limited right to appeal under the FAA. The arbitration process will follow the guidelines set by JAMS,using either their Comprehensive Arbitration Rules and Procedures or their Streamlined Rules. You can findall JAMS rules on their website www.jamsadr.com. We both will cover any fees for filing, administration, and the arbitrator, as per JAMS rules. The arbitrator's decision can be enforced by any court that has the authority to do so.

If needed, either of us can go to a court to get interim solutions to support the arbitration process. The arbitration could be in person, through document submission, by phone, or online. If in person, it will happenin the U.S. county where you live.

Notwithstanding the foregoing, both parties agree that any matters requiring injunctive relief or relating to the protection of intellectual property rights may be brought in any court of competent jurisdiction in the State of New York.

19. Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually.To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

20. Equitable Relief

By agreeing to these terms, you acknowledge that if you violate or threaten to violate our intellectual property rights or confidential and proprietary information, it will cause us significant and irreparable harm. Because of this, we have the right to seek injunctive relief, which is a court order requiring you to stop the violating action,to enforce the terms of this Agreement.

In addition to injunctive relief, we also retain the right to pursue any other legal remedies available under this Agreement. We can go to any court that has the authority to grant interim, equitable, provisional, or injunctive relief to protect our rights and property while arbitration is pending, as referenced in the prior section.

You consent without any reservations to the jurisdiction of federal and state courts in the State of New York for any actions we might take to enforce this Agreement or protect our rights.

21. Controlling Law; Exclusive Forum

This Agreement is governed by and construed in accordance with New York law. While most issues arising from this Agreement are intended to be settled through binding arbitration as set forth in the Dispute Resolution section above, the parties agree that any matters requiring injunctive relief or relating to the protection of intellectual property rights may be brought in any court of competent jurisdiction in the State of New York. Both parties consent to the jurisdiction of such courts and waive any right to object to this court setting, whether for reasons of inconvenient location or any other reasons.

22. Use of Customer Logo and Case Studies

22.1 Use of Customer Logo

By agreeing to these Terms of Use, you grant SwiftyNote the non-exclusive, worldwide, royalty-free right to use your company logo, trademark, and trade name solely for the purposes of marketing and promotional activities. This may include, but is not limited to, inclusion on SwiftyNote's website, marketing materials, presentations, and other promotional channels. You affirm that you have the necessary rights and permissions to grant this license to SwiftyNote.

22.2 Case Studies

You agree that SwiftyNote may develop a case study featuring your company, which will highlight your use of SwiftyNote's services. SwiftyNote will collaborate with you to ensure the case study accurately reflects your experience and results. This case study may include your company's name, logo, and details of the services provided, along with the results and benefits experienced by your company. SwiftyNote will obtain your approval on the final content of the case study prior to its publication.

22.3 Right to Revoke

You retain the right to revoke the permissions granted in sections 22.1 and 22.2 at any time by providing written notice to SwiftyNote. Upon receipt of such notice, SwiftyNote will cease using your logo and will refrain from using the case study in any new marketing or promotional materials.

22.4 Duration of Use

The permissions granted under sections 22.1 and 22.2 will remain in effect for the duration of your subscription to SwiftyNote's services and for a period of three years thereafter, unless revoked in writing as per section 22.3.

By agreeing to these Terms of Use, you acknowledge and agree to the use of your logo and the creation of a case study as described above.

23. Miscellaneous

You are hereby prohibited from assigning, transferring, or delegating any rights or obligations under these Terms of Use without the prior written consent of SwiftyNote. Any failure by SwiftyNote to enforce a provision of this Agreement immediately upon breach shall not be construed as a waiver of our right to enforce such provision or any other provision of this Agreement in the future. Deviations from this clause are only effective if documented in written form.

This Agreement embodies the entire understanding and agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous oral or written understandings and agreements. The section headings contained in this Agreement are solely for organizational purposes and hold no legal or contractual significance. Additionally, any successors or assigns that may arise in the future on our behalf shall be third-party beneficiaries of this Agreement.

Copyright 2024 SwiftyNote LLC. All rights reserved.

SCHEDULE A - BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (“Agreement”) is entered into by and between SwiftyNote, LLC, a New York Limited Liability Company, authorized to do business therein (hereinafter “Business Associate”), and Customer, who expressly agree as follows:

Whereas, Business Associate has performed, is performing, and will perform various services for or on behalf of Customer that may or do in fact contain individually identifiable protected health information (hereinafter “PHI”) as defined by §160.103 of the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 through 164, as modified by the Health Information Technology for Economic and Clinical Health Act of 2009, Public Law 111-005 (“the HITECH Act”), and other applicable laws and regulations.

Whereas, Customer, in order to meet its obligations to comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the privacy and security regulations promulgated under Title II, Subtitle F, §§261-264 of HIPAA, the administrative regulations issued by the Department of Health and Human Services (“DHHS”) as found in 45 C.F.R. Parts 160 through 164 (hereinafter “HIPAA” or “DHHS regulations”), and the HITECH Act, as such laws and regulations may be amended from time to time, seeks reasonable assurances from Business Associate that Business Associate will comply with the portions of those laws and regulations made applicable to business associates by the HITECH Act.

NOW, THEREFORE, the parties agree as follows:

1. Definitions.

1. “Breach” shall have the meaning specified in §17921 of the HITECH Act as amended by the Omnibus Rule, Federal Register, Vol. 78, No. 17 / Friday, January 25, 2013 / Rules and Regulations, pp. 5566 et seq.
   
   
2. “Business Associate” shall have the meaning specified in the Privacy Rule, the Security Rule, §27938 of the HITECH Act, particularly 45 C.F.R. §160.103, and the Omnibus Rule.
   
   
3. “Covered Entity” shall have the meaning specified in 45 C.F.R. §160.103 as modified by the Omnibus Rule.
   
   
4. “Designated Record Set” shall have the meaning specified in 45 C.F.R. §164.501.
   
   
5. “Electronic Health Record” shall have the meaning specified in §17921 of the HITECH Act as modified by the Omnibus Rule.
   
   
6. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E.
   
   
7. “Protected Health Information (PHI)” shall have the meaning specified in 45 C.F.R. §160.103 as modified by the Omnibus Rule.
   
   
8. “Required by Law” shall have the meaning specified in 45 C.F.R. §164.103.
   
   
9. “Secretary” shall mean the Secretary of the Department of Health and Human Services and those employees or agents designated to act on the Secretary's behalf.
   
   
10. “Security” or “Security Measures” means the administrative, physical, and technical safeguards and documentation requirements specified in the Security Rule.
    
    
11. “Security Rule” shall mean the Standards for Security of Electronic Protected Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E.
    
    
12. “Unsecured PHI” shall have the meaning specified in §17932 of the HITECH Act and any regulations issued thereunder by the Department of Health and Human Services (“DHHS”).
    
    

2. Obligations of the Business Associate.

1. If and to the extent that and so long as required by the HIPAA provisions of 42 U.S.C. §§ 1171 ct seq. and regulations promulgated thereunder, and any additional security requirements contained in Subtitle D of Title IV of the HITECH Act that apply to Customer but not otherwise, Business Associate does hereby assure Customer that Business Associate will implement appropriate safeguards, including, but not limited to, the administrative, physical, and technical safeguards and documentation requirements of the Security Rule to protect the confidentiality, integrity, and availability of any electronic PHI that it may receive, maintain, or transmit on behalf of the Customer and will appropriately safeguard all PHI regardless of form or format.
   
   
2. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement.
3. Business Associate agrees to report to Customer any use or disclosure of the PHI not provided for by this Agreement or any security incident of which becomes aware involving PHI of the Customer without reasonable delay and In no case later than 30 days following discovery of such information.
   
   
4. Business Associate shall use reasonable efforts to ensure that any subcontractors or agents to whom Business Associate provides PHI received from Customer agree to similar restrictions and conditions that apply to Business Associate with respect to such information.
   
   
5. Business Associate shall get “downstream” business associate contracts in place with subcontractors that inform them that under the Omnibus Rule they now qualify as business associates.
   
   
6. Business Associate shall make available PHI in accordance with applicable law.
   
   
7. Business Associate shall provide to individuals who are the subject of PHI received from Customer the rights that are made applicable to business associates of covered entities.
   
   
8. Business Associate shall maintain standard records pursuant to this Agreement and provide such records and other necessary information to the Customer or to the Secretary as may be requested or required in writing and as permitted by law. Business Associate agrees that all records kept in connection with this Agreement are subject to review and audit by the Customer upon reasonable notice and written request by the Customer.
   
   
9. Business Associate agrees to document such uses and disclosures of PHI and information related to such disclosures as would be required for a covered entity to respond to a request from an individual for an accounting of uses and disclosures of PHI in accordance with 45 C.F.R. §164.528.
   
   
10. Upon termination of this Agreement by either party for any reason, Business Associate shall return or destroy all PHI received from Customer that Business Associate still maintains in any form and all copies thereof. Business Associate shall retain no copies of such information and shall remain obligated not to use, disclose, or provide such information to third parties unless and until otherwise required to do so by law.
    
    
11. Business Associate shall incorporate any amendments or corrections to PHI when notified pursuant to applicable law.
    
    

3. Permitted Uses and Disclosures.

1. In the event that Business Associate obtains or creates PHI, Business Associate may use or disclose such PHI only if such use or disclosure is in compliance with each applicable requirement of 45 C.F.R. §164.504(e) as follows:
   
   1. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Customer, provided that such use or disclosure would not violate the Privacy and Security Rules if done by Customer.
      
      
   2. Except as otherwise restricted by this Agreement. Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. lf Business Associate uses such information for the purposes set forth above it will do so only if the disclosure is required by law or if Business Associate obtains reasonable assurances from the person(s) to whom the information is disclosed that the information disclosed will be held confidential and will be used or further disclosed only as required by law or for the purpose for which Business Associate disclosed it to the person(s). Business Associate shall also ensure that the person(s) to whom Business Associate so discloses information notifies Customer of any instances of breach o1 confidentiality that such person is aware of.
2. Upon termination of this Agreement for any reason, Business Associate shall return or destroy any PHI received from Customer or created or received by Business Associate on behalf of Customer, and shall use reasonable efforts to contact the appropriate parties and request that PHI that is in the possession of subcontractors or agents of Business Associate to also be returned or destroyed. Business Associate may retain no copies of the PHI. In the event that Business Associate determines that returning or destroying the PHI is not feasible, Business Associate shall provide Customer notification that return or destruction of the PHI is not feasible. Upon mutual agreement of the parties that return or destruction is not feasible, Business Associate shall extend the protections of this Agreement and limit further uses and disclosures of such PHI to those purposes that make the return or destruction not feasible for so long as the Business Associate maintains the PHI.

4. Information Breach Notification Requirements.

1. Business Associate recognizes that Customer has certain reporting and disclosure obligations to the Secretary and others, including the individual. in case of a security breach of unsecured PHI. In cases in which Business Associate accesses, maintains, retains, modifies, records, stores, destroys, uses. or discloses PHI, Business Associate without unreasonable delay and in no case later than 30 days following discovery of a breach of such information shall notify Customer of any such breach. Such notice shall include the identification of any individual whose unsecured PHI has been or is reasonably believed to have been accessed, acquired, or disclosed during the breach.

5. Miscellaneous.

1. Business Associate shall maintain appropriate general liability insurance throughout the term of this Agreement.
2. In the event that Business Associate secures claims insurance coverage it agrees to purchase an unlimited reporting endorsement upon the cancellation or termination of said coverage.
   
   
3. Business Associate agrees to provide Customer a certificate of insurance evidencing such coverage before the effective date of this Agreement and any renewals thereof.
   
   
4. If Business Associate proposes to voluntarily cancel or not renew any existing coverage, change the carrier thereof, change the terms thereof, or reduce the limits of such coverage, Business Associate shall give written notice thereof to Customer, specifying the nature and proposed date of such proposed cancellation, nonrenewal, change, or reduction. If such proposed cancellation, nonrenewal. change, or reduction is next acceptable to Customer, within 30 days after receipt of notice thereof from Business Associate, Customer may notify Business Associate of the termination of this Agreement effective upon the date of such proposed cancellation, nonrenewal, change, or reduction.
   
   
5. Business Associate agrees to indemnify and hold harmless Customer, its Board of Directors, officers, agents, employees, and personnel (hereinafter “Indemnified Party”) from and against any and all claims, demands, suits, losses, causes of action, or liability that the Indemnified Party may sustain as a result of any act or conduct of the Business Associate adjudged to constitute fraud or misrepresentation applicable to the conduct of the Business Associate provided pursuant to this Agreement. This indemnification shall include reasonable expenses including attorney's fees of the indemnified party incurred by defending such claims.
   
   
6. Documents; Standards. Each party may electronically transmit to or receive from the other party any of the transaction sets listed in Appendix A and transaction sets that the parties by written agreement add to Appendix A (collectively “Documents”). All documents shall be transmitted in accordance with the standards set forth in Appendix A.
   
   
7. Third-party Service Providers. The parties will transmit Documents electronically to each party. as specified in Appendix A, either directly or through any third- party service provider with which either party may contract. Either party may modify its election to use, not use, or change a third-party service provider upon 30 days' prior written notice to the other party.
   
   
8. Costs of Third-party Service Providers. Each party shall be responsible for the costs of any third-party service provider with which it contracts unless otherwise set forth in Appendix A.
   
   
9. Liability for Acts of Third-party Service Providers. Each party shall be liable for the acts or omissions of its third-party service provider while transmitting, receiving, storing, or handling Documents or performing related activities for, with, to, or from such party, provided that, if both parties use the same third-party service provider to effect the transmission and receipt of a Document, the originating party shall be liable for be acts or omissions of such third-party service provider as to such Document.
   
   
10. System Operations. Each party, at its own expense, shall provide and maintain the equipment, software, services, and testing necessary to effectively, reliably, and confidentially transmit and receive Documents.
    
    
11. Signatures. Each party shall adopt as its signature (“Signature”) an electronic identification consisting of symbol(s) or code(s) that are to be affixed to or contained in each Document transmitted by such party. Each party agrees that any Signature of such party affixed to or contained in any transmitted Document shall be sufficient to verify that such party originated such Document. Neither party shall disclose to any unauthorized person the Signature of the other party.
    
    
12. Proper Receipt. Documents shall not be deemed to have been properly received, and no Document shall give rise to any obligation, until accessible to the receiving party at such party's Receipt Counter designated in Appendix A.
13. Verification. Upon proper receipt of any Document, the receiving party shall promptly and properly transmit a functional acknowledgment in return, unless otherwise specified in Appendix A. A functional acknowledgment shall constitute  evidence that the receiving party has properly received a Document.
    
    
14. Integrity. The parties will take reasonable measures to protect the integrity of all documents and data. Neither party will insert any virus, key locks, or other programs into the system, regardless of whether or not a dispute exists between the parties. The receiving party will return the information in usable form upon request or at the end of the contract.
    
    
15. Business Associate agrees that Customer may amend this Agreement from time to time, solely for the purposes of and only to the extent required by the provisions of 42 U.S.C. §§ 1171 et seq., HIPAA, the HITECH Act, and regulations promulgated thereunder to ensure that this Agreement is consistent therewith.
    
    

6. Terms of Contract

1. The term of the Agreement shall be effective as of the effective date of the Terms of Use, and shall terminate when all PHI provided by Customer to Business Associate or created or received by Business Associate on behalf of Customer is destroyed or returned to Customer or, if it is not feasible to return or destroy such PHI, protections are extended to such PHI in accordance with the termination provisions above.

2. Without limiting the rights and remedies of Customer elsewhere set forth in this Agreement or available under applicable law, Customer may terminate this Agreement without penalty or recourse to Customer if Customer determines that Business Associate has violated a material term of the provisions of this Agreement and has not cured the breach to the satisfaction of the Customer, in the Customer's sole discretion.